XL waives financing condition in tenders for XLIT, Catlin securities

By Wendy Van Sickle

Columbus, Ohio, June 26 – XL Group plc said its wholly owned subsidiary XLIT Ltd. waived the financing condition of the tender for up to $550 million of four sets of securities issued by XLIT and Catlin Insurance Co. Ltd.

Initially, the offers had been subject to completion of a fixed-rate debt financing transaction resulting in proceeds of at least $500 million.

That condition has been waived a result of the pricing of XLIT’s euro-denominated fixed- to floating-rate subordinated notes due 2047, which are expected to settle on June 29, according to a company press release.

Also, XLIT moved up the price determination date for the 2045 notes offer to 2 p.m. ET on June 30.

The issuer had previously postponed pricing for the 2045 notes to 2 p.m. ET on July 6.

The other deal terms remain unchanged.

As announced on June 7, XLIT is tendering for the following securities, listed in acceptance priority order, at the following offer prices for each $1,000 principal amount:

• $350 million of series D preference ordinary shares of XLIT with a purchase price of $935;

• $1 billion of series E preference ordinary shares of XLIT with a purchase price of $930;

• $600 million of noncumulative preference preferred shares of Catlin with a purchase price of $965; and

• $500 million of 5.5% subordinated notes due 2045 of XLIT with an offer price to be set using the 3% U.S. Treasury note due Feb. 15, 2047 plus 220 basis points.

There is a tender cap of $100 million for the 5.5% subordinated notes.

For the 5.5% subordinated notes, the offer price will include a $50 early tender premium for each $1,000 of notes tendered by the early deadline, which was previously amended to make it identical to the expiration.

The issuers will also pay accrued interest or dividends to the settlement date.

The tender offers will remain open until 5 p.m. ET on July 6.

The withdrawal deadline is 5 p.m. ET on July 6.

The offers remain subject to a minimum tender condition specifying that securities must be tendered that would result in a total purchase price of at least $100 million.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760) are dealer managers for all the offers. J.P. Morgan Securities LLC (866 834-4666 or 212 834-3424) is a dealer manager for the series E offer, the Catlin offer and the 5.5% notes offer.

Global Bondholder Services Corp. (866 470-4500 or 212 430-3774) is the tender and information agent.

XL Group is a Dublin-based financial services company.

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